UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   FORM 10-Q


   [X]      Quarterly Report Pursuant to Section 13 or 15(d) of
                    the Securities Exchange Act of 1934 

               For the quarterly period ended September 27, 1998


   [ ]      Transition Report Pursuant to Section 13 or 15(d) of
                   the Securities Exchange Act of 1934

               For the transition period from ____ to ____

                     Commission File Number 1-5109



                     TODD SHIPYARDS CORPORATION
      (Exact name of registrant as specified in its charter)


                DELAWARE                       91-1506719
      (State or other jurisdiction of    (IRS Employer I.D. No.)
      incorporation or  organization)


      1801- 16th AVENUE SW, SEATTLE, WASHINGTON   98134-1089
      (Street address of principal executive offices - Zip Code)

      Registrant's telephone number: (206) 623-1635


Indicate by check mark whether the registrant (1) has filed all reports 
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 
1934 during the preceding 12 months (or for such shorter period that the 
registrant was required to file such reports), and (2) has been subject to 
such filing requirements for the past 90 days.   [X]


There were 9,910,180 shares of the corporation's $.01 par value common stock 
outstanding at September 27, 1998.

<PAGE>


PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

TODD SHIPYARDS CORPORATION
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS AND RETAINED EARNINGS
(In thousands of dollars, except per share data)

                                     Quarter Ended    Six Months Ended
                                    9/27/98  9/28/97  9/27/98  9/28/97

Revenues                            $19,485  $28,042  $46,481  $61,504
Operating expenses:
 Cost of revenue                     16,811   24,406   38,401   51,439
 Administrative and 
  manufacturing overhead 
  expense                             5,525    6,673   13,510   16,511
 Contract reserve                    (2,795)  (3,597)  (4,412)  (3,939)
Total operating expenses             19,541   27,482   47,499   64,011

Operating income (loss)                 (56)     560   (1,018)  (2,507)
Investment and other income             170      358      820    1,023
Gain on sale of available for
 sale security                          315        -      315        -

Income (loss) before
 income taxes                           429      918      117   (1,484)

Income tax expense                        -       -        -         -

Net income (loss)                   $   429  $   918 $    117  $(1,484)

Basic EPS                           $  0.04  $  0.09 $   0.01  $ (0.15)
Diluted EPS                         $  0.04  $  0.09 $   0.01  $ (0.15)

Retained earnings at 
 beginning of period                $28,537  $17,898  $28,129  $19,256
Income (loss) for the period            429      918      117   (1,484)
Unrealized gain (loss) on
 available-for-sale securities       (1,013)    (208)    (293)     836
Retained earnings at 
 end of period                      $27,953  $18,608  $27,953  $18,608











The accompanying notes are an integral part of this statement.

<PAGE>

TODD SHIPYARDS CORPORATION
CONSOLIDATED BALANCE SHEETS
Periods Ended September 27, 1998 and March 29, 1998
 (in thousands of dollars)
                                                    09/27/98  03/29/98
ASSETS:                                            (Unaudited)(Audited)
Cash and cash equivalents                            $6,704  $  5,317
Restricted cash                                       4,961     7,011
Securities available for sale                        27,698    29,524
Accounts receivable, less allowance for
 losses of $662 at September 27, 1998 
 and $662 at March 29, 1998:
  Government                                          2,219     2,930
  Commercial and other                                4,680     4,203
Costs and estimated profits in excess
 of billings on incomplete contracts                 13,293    16,193
Inventories                                           1,907     1,308
Other                                                   147       292
Total current assets                                 61,609    66,778

Property, plant and equipment, net of
 accumulated depreciation                            20,168    21,565

Deferred pension asset                               22,454    21,786
Other                                                 6,783     6,744
Total assets                                       $111,014  $116,873

LIABILITIES: 
Accounts payable and accruals                      $  4,099  $  7,304
Accrual for loss on contract                          1,032     5,444
Payrolls and vacations                                3,377     4,090
Income taxes                                          1,827     1,844
Billings in excess of costs and estimated
 profits on incomplete contracts                      5,681     2,351
Taxes other than income taxes                         1,040     1,345
Total current liabilities                            17,056    22,378

Accrued post retirement health benefits              21,425    21,617
Environmental reserves                               15,896    16,065
Total liabilities                                    54,377    60,060

STOCKHOLDERS' EQUITY:
Common stock, $.01 par value - authorized
 19,500,000 shares, issued 11,956,033 shares
 at September 27, 1998 and March 29, 1998, and
 outstanding 9,910,180 at September 27, 1998
 and March 29, 1998                                    120       120
Additional paid-in capital                          38,181    38,181
Retained earnings                                   27,953    28,129
Less treasury stock                                  9,617     9,617
Total stockholders' equity                          56,637    56,813
Total liabilities and stockholders' equity        $111,014  $116,873

The accompanying notes are an integral part of this statement.

<PAGE>

TODD SHIPYARDS CORPORATION
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
Six Month Periods Ended September 27, 1998 and September 28, 1997
(in thousands of dollars)
                                                      Period Ended
                                                   9/27/98     9/28/97
Cash flows from operating activities:
Net income (loss)                                $    117    $ (1,484)
Adjustments to reconcile net income (loss) to
 net cash used in operating activities:
  Depreciation and amortization                     1,474       1,713
  Decrease (increase) in costs and estimated
   profits in excess of billings                    2,900      (5,347)
  Contract reserve activity                        (4,412)     (3,939)
  Decrease (increase) in accounts receivable          234      (2,001)
  Increase (decrease) in accounts payable
   and accruals                                    (3,205)        895
  Increase in deferred pension asset                 (668)       (668)
  Decrease in other accrued taxes                    (305)       (571)
  Decrease (increase) in other current assets         144        (273)
  Decrease in environmental reserves                 (169)       (157)
  Decrease in payroll and vacations                  (762)        (11)
  Other, net                                        2,533        (339)
Total adjustments                                  (2,234)    (10,698)

Net cash used in operating activities              (2,119)    (12,182)

Cash flows from investing activities:
Purchases of marketable securities                 (7,224)     (1,674)
Sales of marketable securities                      7,357      12,981
Maturities of marketable securities                 1,500       1,068
Capital expenditures                                  (77)       (703)
Other                                                (100)          -
Net cash provided by investing activities           1,456      11,672

Cash flows from financing activities:
Decrease (increase) in restricted cash              2,050      (3,815)
Net cash used in financing activities               2,050      (3,815)

Net change in cash and cash equivalents             1,387      (4,325)
Cash and cash equivalents at beginning of period    5,317       4,232

Cash and cash equivalents at end of period          6,704         (93)

Supplemental disclosures of cash flow information:
 Cash paid during the period for:
 Interest                                              94          25
 Income taxes                                    $      -   $       -





The accompanying notes are an integral part of this statement.

<PAGE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Todd Shipyards Corporation (the "Company") filed its Consolidated Financial 
Statements for the fiscal year ended March 29, 1998 with the Securities and 
Exchange Commission on Form 10-K. That report should be read in connection 
with this Form 10-Q.

1.  BASIS OF PRESENTATION
The accompanying Consolidated Financial Statements are unaudited but in the 
opinion of management reflect all adjustments necessary for a fair 
presentation of financial position and results of operations.

2.  CONTRACTS
The Company has a $181 million contract to construct three Jumbo Mark II 
("Mark II") ferries for the Washington State Ferry System (the "Ferry 
System").  The Mark II ferries are designed to transport 218 automobiles and 
2,500 passengers each and will be the largest ferries in the Ferry System 
fleet.

The Mark II Ferry program, is approximately 98% complete at September 27, 
1998.  The first ferry, the MV Tacoma successfully completed its warranty 
period during the second quarter of fiscal year 1999.  The second ferry, the 
MV Wenatchee, was delivered in the first quarter of fiscal year 1999; and the 
third ferry, the MV Puyallup, was launched in the first quarter of fiscal year 
1999.  The Company currently expects to deliver the MV Puyallup ahead of the 
current contractual date of February 28, 1999.

As the remaining construction activities of the third ferry progresses towards 
final completion, the Company will continue to review and revise its estimates 
of the long term contract sales values and costs at completion. During the 
second quarter of fiscal 1999, the Company continued to estimate that it would 
incur contract costs in excess of the contract prices for the three ship 
program, estimating that total contract costs will exceed contract prices by 
$18.0 million.

The Company's construction cost estimates as of September 27, 1998 are based 
upon continued implementation of improved production techniques and better 
utilization of modular shipbuilding practices in the construction of the third 
ship compared to the first two ships.  The Company has also benefited from 
production efficiencies gained in the experience of constructing the first and 
second ships (learning curve efficiencies) and has incorporated these factors 
in its construction cost estimates for the remaining work.  However, favorable 
or unfavorable variances to the estimated production efficiencies could 
materially affect the Company's financial results.

Changes in these estimates will be made based upon the facts then known to the 
Company and may be a result of change order pricing, productivity factors, 
overhead costs, material costs, production schedules and levels of shipyard 
activity.  Changes in these factors could materially affect the Company's 
financial results.  The Company's ability to complete the Mark II contract 
within the Company's current estimates of the costs to complete is not 
presently determinable.  If the Company is unable to complete this contract 
within its current estimate of the costs to complete, the Company could incur 
losses on this contract beyond the $18.0 million program loss reserve recorded 
to date with a related adverse impact on cash flow.

The Company believes that a significant portion of the increased contract 
costs relate to high levels of engineering and production change orders 
directed by the Ferry System.  These customer-directed change orders, most of 
which have not been settled, have continued throughout the production process 
and into the Company's fiscal year 1999, and have caused production rework, 
delays and disruption.  These change orders have resulted in increased 
production costs for the entire three ship ferry construction project.

The Company has recently completed an extensive cost analysis of both the 
direct costs and related production schedule impact costs which resulted from 
these customer-directed change orders.  This analysis concludes that the cost 
impact to the current Mark II contract for customer-directed changes is 
approximately $43 million plus the cost of capital.  This amount is in 
addition to the original contract amount of $181 million.

The Company, which plans to pursue full recovery, has advised the Ferry System 
of these costs.  The Company  is currently engaged in a fact finding phase 
with the Ferry System that began during the third quarter of fiscal year 1999.  
This fact finding phase will provide the Ferry System an opportunity to 
discuss and review in more detail the basis for the Company's cost analysis.  
No assurances can be made that these preliminary discussions will lead to a 
formal stage of negotiation and settlement with the Ferry System.  Since the 
Company cannot predict the outcome of any future negotiations with the Ferry 
System, it has not included any estimates of possible recoveries above the 
original contract amount in its above mentioned Mark II Ferry program loss 
reserve estimates.

In the second quarter of fiscal year 1999 the Company commenced work on a new 
contruction contract with an estimated price of approximately $18.0 million.  
The contract calls for the construction of a floating electrical powerplant, 
206 feet long and capable of developing 70 mega-watts of electricity.  The 
project duration is expected to be approximately nine months and will conclude 
early in the first quarter of fiscal year 2000.

3.  INCOME TAXES
The Company did not have net taxable income during the first six months of 
fiscal year 1999 or fiscal year 1998 due to a net operating loss carryforward 
from fiscal year 1997.  Accordingly, the Company did not recognize income tax 
expense during these periods.

4.  ENVIRONMENTAL MATTERS
As discussed in the Company's Form 10-K for fiscal year ended March 29, 1998, 
the Company faces significant potential liabilities in connection with the 
alleged presence of hazardous waste materials at certain of its closed 
shipyards, at its Seattle shipyard and at several sites used by the Company 
for disposal of alleged hazardous waste.  The Company has been named as a 
defendant in civil actions by parties alleging damages from past exposure to 
toxic substances at Company facilities.



Harbor Island Site
As discussed further in the Company's Form 10-K for the year ending March 29, 
1998, the Company and several other parties have been named as potential 
responsible parties by the Environmental Protection Agency ("EPA") pursuant to 
the Comprehensive Environmental, Response, Compensation, and Liability Act in 
connection with the documented release of hazardous substances, pollutants, 
and contaminants at the Harbor Island Superfund Site upon which the Seattle 
Shipyard is located.

Other Environmental Matters
The Company also is currently involved, together with other companies in some 
cases, in 15 other Superfund and Non-Superfund remediation sites and 
environmental legal issues.  In certain instances, the Company's liability and 
proportionate share of costs have not been determined due to uncertainties as 
to the nature and extent of site conditions and the Company's involvement.  
Based on the Company's previous experience, its allocated share of multi-
participant remediation sites has often been minimal, in certain instances 
less than 1 percent.

The actual costs relating to environmental remediation and settlements will 
depend upon numerous factors, including the number of parties found liable at 
each environmental site, the method of remediation, outcome of negotiations 
with regulatory authorities, outcome of litigation, technological developments 
and changes in environmental laws and regulations.

The Company's financial statements as of September 27, 1998 reflect aggregate 
reserves for environmental matters of $15.9 million.  The Company is 
negotiating with its insurance carriers and certain prior landowners and 
operators for past and future remediation costs.  The Company has recorded a 
non-current asset of $3.7 million to reflect a contractual arrangement with an 
insurance company to share costs for certain environmental matters.  No 
assurance can be given that the Company's reserves are adequate to cover all 
potential environmental costs the Company could incur.

5.  SUPPLEMENTAL CASH FLOW DISCLOSURE
During the six months ending September 27, 1998, the Company paid $94 thousand 
in interest.  During the prior year period ending September 28, 1997, the 
Company paid $25 thousand in interest.

ITEM 2. MANAGEMENT'S DISCUSSION & ANALYSIS OF FINANCIAL 
CONDITION AND RESULTS OF OPERATIONS

The Notes to Consolidated Financial Statements are an integral part of 
Management's Discussion and Analysis of Financial Condition and Results of 
Operations and should be read in conjunction herewith.

OPERATING RESULTS

All comparisons within the following discussion are with the corresponding 
periods in the previous year, unless otherwise stated.

Revenue - The Company's second quarter revenue of $19.5 million reflects a 
decrease of $8.5 million (31%) from last year's level of $28.0 million.  This 
decrease is primarily attributable to a $15.0 million decrease in Mark II 
revenue reflecting the completion and delivery of the first two ferries.  
Partially offsetting this decrease are revenue increases of $6.5 million in 
commercial and government repair and construction activities.

Fiscal year 1999 first half revenue of $46.5 million reflects a decrease of 
$15.0 million (24%) compared to last year's first half results.  This decrease 
is also attributable to a significant decrease in Mark II revenue.  Mark II 
revenue decreased $24.7 million during the first six months of fiscal year 
1999 when compared to the same period last year.  However, increases in 
commercial and government repair and construction activities of $9.7 million 
during this same period partially offset the decreases in Mark II revenues.

Cost of Revenue - Cost of revenue during the second quarter of fiscal year 
1999 was $16.8 million (86%).  Cost of revenue during the second quarter of 
fiscal year 1998 was $24.4 million (87%).  This decrease of $7.6 million (31%) 
is the result of lower levels of Mark II activities partially offset by 
increases in commercial and government repair and construction activities 
which are reflected in the reduced second quarter revenue figures.

Cost of revenue during the first six months of fiscal year 1999 was $38.4 
million (83%), which reflects a $13.0 million (25%) decrease from the previous 
fiscal year.  This reduction also reflects the lower levels of shipyard 
activities primarily attributable to lower levels of Mark II activities 
reflected in the reduced first half revenue totals.

Administrative and manufacturing overhead expense - Overhead costs for 
administrative and manufacturing activities were $5.5 million (28%) for fiscal 
year 1999 second quarter and $13.5 million (29%) for the first six months of 
fiscal 1999.

Administrative and manufacturing overhead costs for the second quarter and 
first six months of fiscal year 1998 were $6.7 million and $16.5 million, 
respectively.  The reduction in second quarter fiscal year 1999 administrative 
and manufacturing overhead of $1.1 million (17%), as well as the reduction in 
first six months of fiscal year 1999 of $3.0 million (18%) results from lower 
levels of Mark II construction activities during these respective time 
periods.  The Company continues to emphasize overhead cost control as 
production levels fluctuate throughout the fiscal year.

Contract reserve activity - During the second quarter of fiscal year 1999 the 
Company utilized $2.8 million of the previously recognized $18.0 million 
forward loss reserve recorded on the MK II Ferry project.  During the first 
six months of fiscal year 1999, the Company utilized $4.4 million in 
previously recorded forward loss reserves.

During the second quarter and first six months of fiscal year 1998, the 
Company utilized $3.6 million and $6.9 million, respectively, of previously 
recognized forward loss reserves.  The reserve utilization for the first six 
months of fiscal year 1998 was partially offset by an additional $3.0 million 
charge, increasing the then reported forward loss reserve from $11.5 million 
to $14.5 million, resulting in the net activity reported of $3.9 million.

Provision for environmental reserves - The Company did not report any changes 
to the provision for environmental reserves during the second quarter or first 
six months of either fiscal year 1999 or 1998.

Investment and other income - Investment and other income for the second 
quarter of fiscal year 1999 was $.2 million.  During the first six months of 
fiscal year 1999 the Company recorded $.8 million in investment and other 
income.  Investment and other income for fiscal year 1998 second quarter and 
for the first six months were $.4 million and $1.0 million, respectively.

Gain on sale of available-for-sale security - During the second quarter and 
first six months of fiscal year 1999 the Company reported a gain from the sale 
of an available-for-sale security of $.3 million.  During the second quarter 
and first six months of fiscal year 1998 the Company did not realize any gains 
from the sale of an available for sale security.

Income taxes - The Company did not have net taxable income during the second 
quarter and first six months of fiscal year 1999 due to a net operating loss 
carryforward from fiscal year 1997.  Accordingly, the Company has recognized 
no income tax expenses during these periods.

LIQUIDITY AND CAPITAL RESOURCES

Working capital - Working capital during the first six months of fiscal year 
1999 remained relatively unchanged from the beginning of the fiscal year.  
Working capital for the period ending September 27, 1998 was $44.6 million, 
which represents an increase of $.2 million from the working capital reported 
at the end of fiscal year 1998.

Unbilled receivables - As of September 27, 1998 unbilled items on completed 
contracts totaled $1.6 million compared with $1.7 million at the end of the 
second quarter of fiscal year 1998 and $1.3 million at the beginning of fiscal 
year 1999.

Capital Resources - Capital expenditures for the second quarter of fiscal 1999 
were $.1 million compared to $.5 million in the second quarter of fiscal year 
1998.  Capital expenditures for the first six months of fiscal year 1999 were 
$.3 million compared to $.7 million for the same period in fiscal 1998.  The 
decrease in capital expenditures during the second quarter and first six 
months of fiscal year 1999 when compared to fiscal year 1998 results from the 
timing of certain projects which are scheduled to start later in the fiscal 
year.  The Company's capital expenditures for the past several years have 
remained relatively constant, having achieved completion of capital 
improvements necessary to complete the Mark II Ferry project.  Fiscal year 
1999 capital expenditures are planned to remain relatively constant to last 
year's level.

Based upon its current cash position described above and anticipated fiscal 
year 1999 cash flow, the Company believes it has sufficient liquidity to fund 
operations for this fiscal year.  Accordingly, shipyard capital expenditures 
are expected to be financed out of working capital.  A change in the 
composition or timing of projected work could cause capital expenditures and 
repair and maintenance expenditures to increase.

YEAR 2000

The Company's comprehensive Year 2000 initiative is being managed by a team of 
internal staff.  The team's activities are designed to ensure that there is no 
adverse effect on the Company's core business operations and that transactions 
with customers, suppliers, and financial institutions are fully supported.

During the first quarter of fiscal 1999 the Company started efforts to upgrade 
the payroll system.  Completion of the payroll upgrade is now planned for 
fourth quarter due to vendor programming delays and Company Information System 
staff priorities.  Custom program upgrades and server operating system 
upgrades are continuing and will be completed in the fourth quarter.  The 
telephone system and selected machinery have been tested successfully with a 
simulated January 1, 2000 date.  The Company has also initiated discussions 
with its significant suppliers, large customers, financial intitutions and 
utilities to assure that those parties have appropriate plans to remediate 
Year 2000 issues.

While the Company believes its planned efforts are adequate to address its 
Year 2000 concerns, there can be no guarantee that the systems of other 
companies on which the Company's systems and operations rely will be converted 
on a timely basis and will not have a material effect on the Company's 
operation.  The Company does not expect the cost of the Year 2000 initiatives 
to have a material impact upon the Company's results of operations, cash flow 
or financial position.

ENVIRONMENTAL MATTERS

On Going Operations - Recurring costs associated with the Company's 
environmental compliance program are not material and are expensed as 
incurred.  Capital expenditures in connection with environmental compliance 
are not material to the Company's financial statements.

Past Activities - The Company faces significant potential liabilities in 
connection with the alleged presence of hazardous waste materials at some of 
its closed shipyards, at its Harbor Island shipyard, and at several sites used 
by the Company to dispose of alleged hazardous waste.  The Company has been 
named as defendant in civil actions by parties alleging damages from past 
exposure to toxic substances at Company facilities.  The nature of 
environmental investigation and clean up activities makes it difficult to 
determine the timing and amount of any estimated future cash flows that may be 
required for remedial efforts.  The Company reviews these matters and accrues 
for costs associated with remediation of environmental pollution when it 
becomes probable that a liability has been incurred and when the amount of the 
Company's liability (or the Company's proportionate share of the amount) can 
be reasonably estimated.  

The Company's financial statements as of September 27, 1998 reflect aggregate 
reserves for environmental matters of $15.9 million.  The Company is 
negotiating with its insurance carriers and certain prior landowners and 
operators for past and future remediation costs.  The Company has recorded a 
non-current asset of $3.7 million to reflect a contractual arrangement with an 
insurance company to share costs for certain environmental matters.  No 
assurance can be given that the Company's reserves are adequate to cover all 
potential environmental costs the Company could incur.

Actual costs to address environmental matters in which the Company is involved 
will depend on numerous factors, including the number of parties found liable 
at each environmental site, the method of remediation, outcome of negotiations 
with regulatory authorities, outcome of litigation, technological 
developments, and changes in environmental laws and regulations.

BACKLOG

At September 27, 1998 the Company's firm shipyard backlog consists of 
approximately $37 million of construction, repair and overhaul work. The 
Company's repair and overhaul work generally is of short duration with little 
advance notice. The Company's backlog at September 28, 1997 was $45 million of 
which $38 million related to the Mark II Ferry Program.

LABOR RELATIONS

In February 1998, the Puget Sound Metal Trades Council (bargaining umbrella 
for all unions at Todd Pacific) and Todd Pacific were sued in Federal District 
Court for the Western District of Washington by in excess of 200 employees 
contending that the collective bargaining agreement entered into by Todd 
Pacific and the various unions representing these employees had not been 
properly ratified by the union membership.  The lawsuit seeks a declaratory 
judgment that the collective bargaining agreement executed in November 1997 be 
found null and void.  If plaintiffs were to prevail in this case Todd Pacific 
and its unions would have to engage in bargaining for a new collective 
bargaining agreement.  The Company is not presently able to assess the likely 
outcome of the present proceeding or the impact on contract terms in the event 
that negotiations over the collective bargaining agreement are required.

FUTURE SHIPYARD OPERATIONS

The Company's future profitability depends largely on the ability of the 
shipyard to maintain an adequate volume of repair and new construction 
business.  The Company competes with other northwest and west coast shipyards, 
some of which have more advantageous cost structures.  The Company's 
competitors include non-union shipyards, shipyards with excess capacity and 
government subsidized facilities.

PART II. OTHER INFORMATION

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

The Company's Annual Meeting of Shareholders (the "Meeting") was held on 
September 18, 1998 in Seattle, Washington.

At the Meeting the stockholders elected seven directors, each of whom will 
serve until the next Annual Meeting of Shareholders or until his respective 
successor shall have been elected and qualified or until his earlier 
resignation or removal.  The Board of Directors elected at the Meeting and the 
votes cast in favor of their election (with the votes cast in favor of their 
election out of a total of 9,910,180 entitled to vote) are as follows:  Brent 
D Baird (9,458,349); Steven A. Clifford (9,458,396); Patrick W.E. Hodgson 
(9,457,376); Joseph D. Lehrer (9,457,316); Philip N. Robinson (9,458,649); 
John D. Weil (9,458,349); and Stephen G. Welch (9,457,591).

The shareholders ratified the appointment of Ernst & Young LLP as the 
Company's independent public accountants by a vote of 9,466,980 to 13,746 with 
6,138 abstaining.



ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibit 27 - Financial Data Schedule.

(b)  Reports on Form 8-K.
None


SIGNATURES

Pursuant to the requirements of Section 13 or 15 (d) of the Securities 
Exchange Act of 1934 the registrant has duly caused this report to be signed 
on its behalf by the undersigned, thereunto duly authorized.



TODD SHIPYARDS CORPORATION 
Registrant


By:_______________________________
   Scott H. Wiscomb
   Chief Financial Officer and Treasurer
   November 12, 1998